Dely Mark C 4

What Happened

• Mark C. Dely, Chief Administrative Officer of Vera Bradley, received an earned performance share award of 22,112 shares (settled in common stock) on 2026-03-31 (grant price $0.00). To satisfy tax-withholding obligations related to the vesting, 3,483 shares and 9,223 shares were withheld/disposed at $3.02 per share, producing cash proceeds of $10,519 and $27,853 respectively (total proceeds $38,372). Net shares retained from the award = 22,112 − 12,706 = 9,406 shares.
• This was mainly an award/settlement (acquisition) with routine tax-related share withholding (a form of sale).

Key Details

• Transaction date: 2026-03-31; Filing date (Form 4): 2026-04-01 (filed timely).
• Disposed shares: 3,483 @ $3.02 = $10,519 and 9,223 @ $3.02 = $27,853 (tax withholding sales).
• Award/acquired shares: 22,112 @ $0.00 (performance share award settled in stock).
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1 = shares withheld to satisfy tax withholding on vesting of restricted stock units; F2 = earned performance share award settled in shares.
• Transaction codes: A = Award/Acquisition; F = Tax withholding (disposal).

Context

• The primary activity is an earned performance share settlement (not an open-market purchase). The sales were tax-withholding disposals, which are routine and do not necessarily signal a view on the company’s prospects.
• Net result: Dely was credited 22,112 shares and had 12,706 shares withheld to cover taxes, leaving him with 9,406 newly issued shares from this award.